SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 5)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sec.Sec. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box □.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sec. 240.13d-7 for other parties to whom copies are to be sent.

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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 5 to Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 5”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on December 10, 2012, as amended (the “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of SED International Holdings, Inc., a Georgia corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 5 and prior amendments, the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

The source of funds for the acquisition of the Common Stock reported in the tables set forth on the cover page to this Amendment No. 5 for an aggregate purchase price of $2,621,888.48, including brokerage commissions, was working capital of Gad Partners Fund LP and Paragon Technologies, Inc.

Item 4. Purpose of Transaction.

On December 10, 2012, Mr. Gad sent a letter to the Chairman of SED expressing our interest in joining the Board of Directors. In that letter, Mr. Gad qualified our inclusion due to the following:

- our large investment in SED. At that time we owned 9% of SED; we now own approximately 23.5% of the company;

- the company's weakening financial performance over the past several years;

- the current composition of the Board; and

- the significant changes that have occurred and continue to occur at SED.

On April 4, 2013, SED announced a plan to restructure its U.S. operations, including a 25% headcount and expense reduction, as well as a consolidation of the company's warehouses. In many cases, such expense cutting measures are viewed favorably by the market. Since the date of that announcement, SED shares have fallen by nearly 10%.

Since our letter in December, SED's financial performance has continued to weaken and, as the April 4 release confirms, the company continues to undergo significant changes. In light of these two reasons, among others, we believe it is more evident than ever why it is in the best interests of the holders of the 82% of SED shares currently not represented on the Board, that we—as owners of 23.5%—be included on the Board of Directors immediately.

Consider the following:

- in fiscal year 2010, SED incurred a $1.6 million contract settlement expense to its former CEO.

- in fiscal year 2010, SED paid a consulting firm $450,000 to "evaluate and make recommendations" to improve operations. We believe that shareholders expect directors to oversee such responsibilities, not pay someone else to do it.

- in fiscal 2012, SED experienced an approximate $2,000,000 increase in SG&A due to increased salaries, wage, commissions and severance expenses.

- in the first six months of fiscal 2013, SED incurred $800,000 in restructuring and severance related payments.

We believe that SED has been "restructuring" itself for the past three and a half years. The end result we believe has been the same: expenses incurred while no value has accrued to shareholders. On June 30, 2009, SED's book value per share stood at $4.65. On December 31, 2012, book value per share was $4.16.

This proposed massive restructuring—U.S. operations account for 60% to 70% of SED's business—will likely result in significant costs before any of the anticipated benefits accrue to shareholders. Such a significant undertaking along with the restructuring experiences of the past three and a half years compel that we—in the capacities of significant shareholders and fiduciaries—are involved in this process in the role of directors.

If the roles were reversed, we know the current directors would demand the same, which in fact they did five years ago.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own in the aggregate 1,212,918 shares of Common Stock, which represents approximately 23.5% of the Company’s outstanding shares of Common Stock. Each of Gad Partners Fund LP and Paragon Technologies, Inc. beneficially owns the number and percentage of shares of Common Stock disclosed as beneficially owned by them in the applicable tables set forth on the cover page to this Amendment No. 5.

Each percentage ownership of shares of Common Stock set forth in this Amendment No. 5 is based on the 5,155,405 shares of Common Stock reported by the Company as outstanding as of February 1, 2013 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to its quarterly period ended December 31, 2013.

(c) Each of the transactions effected by the Reporting Persons in the Common Stock through the open market from March 22, 2013 through April 18, 2013 is set forth on Schedule A.

Item 7. Material to be Filed as Exhibits.

The following document is filed as an exhibit to this Amendment No. 5:

99.1 Purchase Agreement, dated January 23, 2013, by and among Paragon Technologies, Inc. and Jonathan Elster.

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 5 is true, complete and correct.

Schedule A

Transactions in Common Stock of the Company

from 03/22/13 through 04/18/13:

Gad Partners Fund LP

Paragon Technologies, Inc.

Exhibit 99.1

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2013 by and among Paragon Technologies, Inc., a Delaware corporation (“Purchaser”), and Jonathan Elster (“Seller”). Purchaser and Seller are referred to herein together as the “Parties.”

On the date hereof, Seller is the holder of 90,000 shares of common stock, $0.01 par value per share (the “Shares”), of SED International Holdings, Inc., a Georgia corporation (the “Company”); and Purchaser desires to purchase the Shares and Seller desire to sell the Shares to Purchaser pursuant to the terms and conditions of this Agreement.

The Parties hereby agree as follows:

1. Sale. Seller agrees to sell all of the Shares to Purchaser. As and when portions of the Shares become available for sale, due to (a) Seller having physical share certificates or Shares available in his brokerage account to be transferred and (b) such Shares are not subject to restrictions under the Securities Act of 1993 or under any agreement between Seller and the Company and no restrictive legends or holds are in place on such Shares, in each case as reasonably confirmed by Purchaser, Seller shall sell, assign, transfer, convey and deliver the applicable Shares to Purchaser, and Purchaser shall purchase such Shares from Seller. Seller and Purchaser shall effect such sales either by (i) Seller instructing his broker to transfer the applicable Shares to Purchaser through DTC to the account designated by Purchaser and/or (b) such other method as may be agreed upon between Seller and Purchaser for such Shares. Seller and Purchaser shall cause such sales to be effected as expeditiously as possible when any such Shares become available for transfer. Seller shall use best efforts to cause all of the Shares to become available for transfer under this Agreement as soon as reasonably possible.

2. Purchase Price. The aggregate purchase price for the Shares that become available hereunder shall be $2.36 per Share (the “Purchase Price”). The Purchase Price for each portion of the Shares that become available and are purchased under this Agreement shall be paid by Purchaser promptly after such Shares are transferred to Purchaser as set forth in Section 1. Purchaser shall pay each Purchase Price becoming payable hereunder by wire transfer to the account designated by Seller.

3. Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows: Seller has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform his obligations pursuant to this Agreement. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated by this Agreement are within the legal power and authority of Seller and has been duly and validly authorized by all necessary action on the part of Seller and no other action or proceeding is necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller is the owner of all right, title and interest (legal and beneficial) in and to the Shares and has good, valid and marketable title to the Shares, free and clear of all liens, mortgages, pledges, security interests, claims, encumbrances, restrictions, charges and third party rights of any kind, whether voluntary or involuntary. As and when Shares are transferred by Seller pursuant to this Agreement, such Shares shall be free of all restrictions under the Securities Act of 1993 and under any agreement between Seller and the Company and no restrictive legends or holds shall be in place on such Shares.

4. Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows: Purchaser has all requisite power to execute, deliver and perform its obligations under this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the legal power and authority of Purchaser and have been duly and validly authorized by all necessary corporate action on the part of Purchaser and no proceeding (corporate or otherwise) on the part of Purchaser is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered and constitutes the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

5. Term. The term of this Agreement shall commence as of the date set forth above and shall extend for a period of one year from such date.

6. Entire Agreement; Amendment and Termination. This Agreement constitutes the entire agreement of the Parties with respect to the Shares. All prior agreements among the Parties concerning the subject matter hereof, whether written or oral, are merged herein and superseded hereby. This Agreement may be modified or discharged only in an agreement in writing between the Parties.

7. Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their legal representatives, successors and assigns.

8. Further Assurances. The Parties hereby agree to execute and deliver such further documents and instruments and do such further acts as may be required to carry out the intent and purposes of this Agreement.

9. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware, notwithstanding any conflict of law provision to the contrary.

10. Counterparts; Electronic Execution. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but together shall be considered one and the same agreement. Executions that are faxed or received via electronic mail shall be deemed to be originals.

The Parties have executed this Agreement as of the date set forth above.